Jet.AI Inc. 8-K

What Happened

• Jet.AI Inc. announced that its stockholders approved the Merger Agreement with flyExclusive, Inc. at a reconvened special meeting on July 2, 2026. The Merger Agreement contemplates a pro rata distribution of all shares of Jet.AI SpinCo, Inc. (“SpinCo”) to Jet.AI stockholders and a subsequent merger of SpinCo into a flyExclusive subsidiary.
• The company set the record date for the SpinCo distribution as July 6, 2026. If the remaining closing conditions are satisfied or waived and the parties close, each Jet.AI share will receive one share of SpinCo common stock before the Merger; those SpinCo shares will convert into rights to flyExclusive Class A common stock upon completion of the Merger.

Key Details

• Outstanding shares and voting: 1,421,721 shares outstanding as of the May 8, 2026 record date; approval required a majority of outstanding shares.
• Voting timeline and result: Special meeting convened June 11 (34.2% represented), adjourned to June 23 (48.4% represented), then reconvened July 2 with 778,325 shares (≈54.7%) represented. Final tally for the Merger Proposal: FOR 768,718; AGAINST 5,155; ABSTAIN 4,452.
• Distribution terms: Record date July 6, 2026; distribution ratio of 1 share of SpinCo common stock per 1 share of Jet.AI common stock. The parties filed a Form S-4 (declared effective April 30, 2026) to register flyExclusive shares to be issued in the transaction.
• Closing condition: The Transactions will only be consummated after satisfaction or waiver of remaining closing conditions described in the Merger Agreement and proxy materials.

Why It Matters

• For Jet.AI investors, the shareholder approval clears a major procedural step toward the planned spin-off/distribution of SpinCo and the merger of SpinCo into flyExclusive, which will convert distributed SpinCo shares into flyExclusive Class A shares upon closing.
• The record date (July 6, 2026) determines who will receive the SpinCo shares, so shareholders of record on that date stand to receive the 1:1 distribution if the transaction closes. The timing and final value to investors remain subject to the remaining closing conditions and the mechanics of the S-4 registration.